MoneyGram 2009 Annual Report Download - page 133

other share of Common Stock. Except as may be provided in this Certificate of Incorporation or in a Preferred Stock Designation, the holders of shares of
Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders.
(D) Vote. Except as may be provided in this Certificate of Incorporation or in a Preferred Stock Designation, or as may be required by applicable law, the
Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of Preferred Stock shall not be
entitled to receive notice of any meeting of stockholders at which they are not entitled to vote.
(E) Record Holders. The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all
purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the
Corporation shall have notice thereof, except as expressly provided by applicable law.
Article V
The Board of Directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of stock or other securities
or property of the Corporation, rights entitling the holders thereof to purchase from the Corporation shares of stock or other securities of the Corporation or
any other corporation. The times at which and the terms upon which such rights are to be issued will be determined by the Board of Directors and set forth in
the contracts or instruments that evidence such rights. The authority of the Board of Directors with respect to such rights shall include, but not be limited to,
determination of the following:
(A) The initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such rights.
(B) Provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred, either
together with or separately from, any other stock or other securities of the Corporation.
(C) Provisions that adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property receivable upon
exercise of such rights in the event of a combination, split or recapitalization of any stock of the Corporation, a change in ownership of the Corporation's stock
or other securities or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the Corporation or any stock of the Corporation,
and provisions restricting the ability of the Corporation to enter into any such transaction absent an assumption by the other party or parties thereto of the
obligations of the Corporation under such rights.
(D) Provisions that deny the holder of a specified percentage of the outstanding stock or other securities of the Corporation the right to exercise such rights
and/or cause the rights held by such holder to become void.
(E) Provisions that permit the Corporation to redeem or exchange such rights.
(F) The appointment of a rights agent with respect to such rights. 3